ADC Completes Acquisition of LGC Wireless Tuesday 4 December 2007 PDF Print Combined Company Creates Extensive, Market Leading Portfolio of Wireless Capacity and Coverage Solutions MINNEAPOLIS – December 3, 2007 – ADC (NASDAQ:ADCT,(www.adc.com) today announced that it completed its acquisition of LGC Wireless (www.lgcwireless.com), a market leader in specialized wireless coverage and capacity solutions for carriers and the enterprise. With this acquisition, ADC is combining its advanced outdoor wireless solutions, global scale, worldwide customer base, and innovations in connectivity with LGC’s advancements and market leadership in the in-building wireless solutionsmarket. This combination creates a leading platform for serving carriers' capacity and coverage needs. The acquisition further diversifies ADC’s revenue base by more than doubling the company’s wireless business to over 9% of total sales and is expected to help increase the company’s overall growth rate. “We are excited to finalize the strategic acquisition of LGC Wireless as it bolsters our momentum in capturing share in the fast growing wireless capacity and coverage market. LGC’s innovative in-building solutions add scale to our existing line of outdoor wireless products and supports ADC's long-term goal of being the leading global provider of network infrastructure solutions," said Robert E. Switz, president and CEO of ADC. “The value created in combining the strengths of both companies will advance ADC’s ability to deliver on our vision of the next-generation radio access network and better meet the wireless network demands of our customers worldwide.” Summary of Transaction ADC has acquired LGC for $169 million. This includes a purchase price for the outstanding equity interests of LGC for approximately $148.5 million. Under the transaction ADC paid cash for all the shares of LGC outstanding. Optionholders of LGC shares were given the opportunity to either receive a cash payment for their options or an exchange of the options for options to acquire ADC shares. ADC also has assumed certain transaction expenses, agreed to assure payment of LGC employee bonuses and assumed LGC's current debt, in aggregate approximately $20.5 million. A market leader in the United States, Middle East and Latin America, LGC had sales of $83 million in the last 12 months ended September 30, 2007 compared to sales of $43 million in the year ended December 31, 2006. The company has approximately 240 employees and operates facilities in San Jose and Mountain View, Calif. ADC expects to take a charge for various acquisition-related expenses, the amount of which has not been determined. Excluding this charge and future amortization of acquired intangibles and stock option expense, ADC expects the acquisition to be non-dilutive to earnings per share from continuing operations in fiscal 2008 and around $0.02-0.04 accretive in fiscal 2009. Delivering Innovative IP RAN Wireless Solutions The combination of ADC and LGC accelerates the execution of ADC's All IP Radio Access Network (RAN) and creates a comprehensive portfolio of market leading solutions for carriers and the enterprise. ADC's complete line of turn-key broadband and carrier wireless solutions are transforming the wireless network edge, providing coverage and capacity solutions where needed to serve existing 2G, 3G and emerging 4G networks. From ADC’s flexible and scalable outdoor radio head platform, FlexWave Universal Radio Head (URH), to extended fiber reach via FlexWave Millimeter Wave (MMW), to indoor and campus coverage and capacity with FlexWave Base Station System (BSS) solutions, to high-speed wireless backhaul with FlexWave WMX WiMAX, carriers consistently look to ADC for reliable solutions. ADC's wireless solutions portfolio also includes the Digivance line of distributed antenna system (DAS) products and the ClearGain Tower-Mounted Amplifier (TMA) and Ground-Mounted Amplifier (GMA) products. With more than 10,000 systems shipped worldwide to more than 100 countries, LGC Wireless' scalable, high-performance indoor solutions are at work inside buildings in all categories of major venues and industries. In addition, as a leading supplier of compact GSM and CDMA wireless networks, LGC Wireless also provides specialized solutions to mobile operators for a broad range of applications. LGC Wireless' products offer low-cost installation, end-to-end monitoring and management, and easy integration of emerging wireless technologies. About ADC ADC provides the connections for wireline, wireless, cable, broadcast, and enterprise networks around the world. ADC's innovative network infrastructure equipment and professional services enable high-speed Internet, data, video, and voice services to residential, business and mobile subscribers. ADC (NASDAQ: ADCT) has sales into more than 130 countries. Learn more about ADC at www.adc.com. Cautionary Statement Regarding Forward Looking Information All forward-looking statements contained herein, particularly those pertaining to ADC's expectations for the performance of the acquisition as well as future operating results, reflect management's current expectations or beliefs as of the date of such statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. ADC cautions that any forward-looking statements made by us about the acquisition are qualified by important factors that could cause actual results to differ materially from those in the forward-looking-statements. These factors include, without limitation: differences between the expected and the actual future performance of the business being acquired; marketplace conditions and market growth rates for the acquired business and our business generally; the acceptance of the acquisition by customers of the acquired business; the acceptance of the acquisition by employees and agents of the acquired business; potential operating changes necessitated in the acquired business by the integration of the two companies as their operating processes and systems are distinct and prone to significant differences; our ability to realize expected synergies from the transaction; and the realization of any liabilities related to the business being acquired. ADC further cautions that any forward-looking statements made by us in this report or in other announcements made by us are qualified by numerous other important factors that could cause actual results to differ materially from those in the forward-looking statements. These statements and factors include, without limitation: potential volatility in future sales; changes in profit percentages; statements regarding and actually realized earnings per share and other results of operations; expectations or beliefs regarding the marketplace in which we operate and market growth rates; the sufficiency of our cash balances and cash generated from operating and financing activities for our future liquidity; the demand for equipment by telecommunication service providers, from which a majority of our sales are derived; the fact our business is increasingly dependent on project-based capital deployment initiatives by our customers for which sales are more prone to significant fluctuations; our ability to operate our business to achieve, maintain and grow operating profitability; macroeconomic factors that influence the demand for telecommunications services and the consequent demand for communications equipment; consolidation among our customers, competitors or vendors which could cause disruption in our customer relationships or our displacement as an equipment vendor to the surviving entity in a customer consolidation; our ability to keep pace with rapid technological change in our industry; our ability to make the proper strategic choices with respect to acquisitions or divestitures; increased competition within our industry and increased pricing pressure from our customers; our dependence on relatively few customers for a majority of our sales as well as potential sales growth in market segments we presently feel have the greatest growth potential; fluctuations in our operating results from quarter-to-quarter, which are influenced by many factors outside of our control, such as variations in demand for particular products in our portfolio that have varying profit margins; the impact of regulatory changes on our customers' willingness to make capital expenditures for our equipment and services; financial problems, work interruptions in operations or other difficulties faced by our customers or vendors, which can influence future sales to customers as well as our ability to either collect amounts due us or obtain necessary materials and components; economic and regulatory conditions both in the United States and outside of the United States, as a significant portion of our sales come from non-U.S. jurisdictions; our ability to protect our intellectual property rights and defend against infringement claims made by other parties; possible limitations on our ability to raise additional capital if required, either due to unfavorable market conditions or lack of investor demand; our ability to attract and retain qualified employees in a competitive environment; potential liabilities that could arise if there are design or manufacturing defects with respect to any of our products; our ability to obtain raw materials and components and the prices of those materials and components, which can be subject to volatility; our dependence on contract manufacturers to make certain of our products; changes in interest rates, foreign currency exchange rates and equity securities prices, all of which will impact our results; our ability to successfully defend or satisfactorily settle any pending litigation or litigation that may arise; fluctuations in the telecommunications market, and other risks and uncertainties, including those identified in the section captioned Risk Factors in Item 1A of ADC's Annual Report on Form 10-K/A for the year ended October 31, 2006 and as may be updated in Item 1A of ADC's subsequent Quarterly Reports on Form 10-Q or other filings we make with the SEC. ADC disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -End- UK Press Contact: Penny Flood Ascendant Communications Tel: 07956 425 938 Email: email@example.com US Press Contact: Mike Smith ADC Public Relations Tel: +1 952 917 0306 Email: firstname.lastname@example.org This press release was distributed by ResponseSource Press Release Wire on behalf of Ascendant Communications in the following categories: Computing & Telecoms, for more information visit http://pressreleasewire.responsesource.com/about.